<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>5
<FILENAME>ex4_6.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DATED 4/15/04
<TEXT>

                                                                     EXHIBIT 4.6





                         REGISTRATION RIGHTS AGREEMENT


                                  by and among

                              TAT Technologies Ltd.

                                       and

                           TA-TOP, Limited Partnership





                                  JUNE 15, 2004




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<PAGE>



                          REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made as of the 15th day
of June,  2004, by and among:  (i) TAT  Technologies  Ltd. (the  "Company"),  an
Israeli  company  whose shares are traded on Nasdaq,  and (ii)  TA-TOP,  Limited
Partnership  (including its Permitted  Traansferees and Assignees (as such terms
are defined below), the "Investor"),  a limited  partnership wholly owned by (x)
TA-TEK Ltd., an Israeli private company,  wholly owned by FIMI Opportunity Fund,
L.P., a limited partnership formed under the laws of the State of Delaware,  and
by (y) FIMI Israel Opportunity Fund, Limited Partnership, a limited partnership,
registered in Israel ("FIMI").


                                   WITNESSETH:

WHEREAS,  the Investor is the holder of 857,143  Ordinary Shares of the Company,
nominal value NIS 0.90 and certain  warrants to purchase  Ordinary Shares of the
Company,  nominal  value NIS 0.90,  constituting  an aggregate of  approximately
15.5% of the Company's issued share capital.

WHEREAS,  the  Investor  and the  Company  desire to set forth  certain  matters
regarding  the  registration  rights of the  shares of the  Company  held by the
Investor.

NOW, THEREFORE,  in consideration of the mutual promises and covenants set forth
herein, the parties hereby agree as follows:

1.   DEFINITIONS; EFFECT OF AGREEMENT.

     Definitions.  As used  herein,  the  following  terms  have  the  following
     meanings:

     "Commission" means the United States Securities and Exchange Commission, or
     any other federal agency at the time administering the Securities Act.

     "Control" means direct or indirect ownership of more than 50% of the equity
     or voting  capital of an entity,  or  possession  of the right and power to
     direct the policy and management of such entity.

     "Form  F-3" means Form F-3 under the  Securities  Act,  as in effect on the
     date hereof or any registration  form under the Securities Act subsequently
     adopted by the Securities and Exchange Commission (the "SEC") which permits
     inclusion or incorporation of substantial information by reference to other
     documents filed by the Company with the SEC.

     "Holder" means any holder of Registrable Shares.


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<PAGE>






     "Ordinary  Shares" means the Ordinary Shares of the Company,  par value NIS
     0.90, subject to a Reclassification Event.

     "Permitted  Transferee" shall mean a person or entity which receives shares
     pursuant  to the  transfer  of all or any of the  shares  held  by  TA-TOP,
     Limited  Partnership  (the  "Transferor")  to: (i) its  partners,  (ii) the
     shareholders or partners (as applicable) of such partners, (iii) any entity
     controlled  by,  controlling,  or under  common  control  with  either such
     Transferor or FIMI 2001 Ltd., or (iv) a banking institution for the benefit
     of which a pledge was created over the Ordinary  Shares of the Company held
     by TA-TOP, Limited Partnership; provided, that in the case of (i), (ii) and
     (iii) above,  such  transferees  are solely  represented  by FIMI 2001 Ltd.
     pursuant  to an  irrevocable  power of  attorney  for all  purposes of this
     Agreement.

     "Person" means an individual,  fund, company,  unincorporated  association,
     trust,  joint  venture,  governmental  agency,  or  other  entity,  whether
     domestic or foreign.

     "Reclassification   Event"  means  any  share  combination  or  subdivision
     (split),  bonus  shares  or any  other  recapitalization  of the  Company's
     shares.

     "Register",   "registered"  and  "registration"  refer  to  a  registration
     effected  by  filing  a  registration  statement  in  compliance  with  the
     Securities Act and the declaration or ordering by the SEC of  effectiveness
     of such registration statement.

     "Registrable  Shares"  means  Ordinary  Shares held by the Investor and its
     Permitted  Transferees,  any bonus shares and share dividends  payable with
     respect to such shares,  and Ordinary Shares of the Company which hereafter
     may  be  purchased  or  acquired  by  the  Investor.   Notwithstanding  the
     foregoing,  Registrable  Shares  shall not  include  otherwise  Registrable
     Shares (i) sold to or through a broker or dealer or underwriter in a public
     distribution  or a public  securities  transaction,  or (ii) which could be
     disposed  of,  under  applicable  law,  within  three  (3)  months  without
     registration, pursuant to Rule 144.

     "Rule 144" shall mean Rule 144 under the Securities Act or any successor or
     similar rule as may be enacted by the Commission from time to time.


     "Securities  Act"  means  the  United  States  Securities  Act of 1933,  as
     amended.

2.   INCIDENTAL REGISTRATION.

     2.1. If, at any time the Company proposes to register any of its securities
          for itself (the "Company's Securities") or for any other person, other
          than (a) in a registration  under Section 3 of this Agreement or (b) a
          registration on Form S-8 or Form F-4, the Company shall give notice to
          the Investor of such  intention,  at least 20 days prior to the filing
          of the  registration  statement in connection with such  registration.
          Upon the written request of the Investor given within ten (10)


                                        3

<PAGE>






          days after  receipt of any such notice,  the Company  shall include in
          such   registration   (subject  to  Section  2.2  below)  all  of  the
          Registrable Shares indicated in such request of the Investor, so as to
          permit the disposition of the shares so requested.

     2.2. Notwithstanding any other provision of this Section 2, if the managing
          underwriter  selected by the Company or the initiating person, if any,
          advises  the  Company in  writing  that in its  opinion  the number of
          securities  requested to be included in such registration  exceeds the
          number that can be sold in such offering without  adversely  affecting
          such underwriter's  ability to effect an orderly  distribution of such
          securities or  materially  affecting  the  contemplated  price of such
          securities, the Company will include in such registration:  (i) first,
          the  Company's  Securities;  (ii)  second,  the number of  Registrable
          Shares requested to be included by the Investor,  which in the opinion
          of such underwriter, can be sold.

3.   DEMAND REGISTRATION.

     3.1. At any time the  Investor  may request in writing  that all or part of
          its Registrable  Shares shall be registered  under the Securities Act.
          Thereafter, the Company shall, as promptly as practicable,  and in any
          event within 3 (three) months of the written  request of the Investor,
          make  best  reasonable  efforts  to  effect  the  registration  of all
          Registrable  Shares  indicated in the written request by the Investor,
          and any related  qualification or compliance,  on the form customarily
          used for such purposes (a "Demand").

     3.2. Following  the date  hereof,  the  Investor  shall be  entitled  to an
          aggregate of two (2) Demands.

     3.3. Notwithstanding any other provision of this Section 3, no Demand shall
          be  binding  on  the  Company  if:  (i)  the  Company  has  filed  any
          registration  statement for the registration of its equity  securities
          (other than on a form S-8 or similar registration for employee shares)
          within the  previous  one hundred and twenty  (120) days,  or (ii) the
          anticipated proceeds from the sale of the shares to be included in the
          Registration   is  less  than  Five  Million   United  States  Dollars
          ($5,000,000).  In  addition,  if  the  Company  shall  furnish  to the
          Investor a certificate  signed by the Chief  Executive  Officer of the
          Company  stating  that,  in the good  faith  judgment  of the Board of
          Directors,   it  would  be   detrimental   to  the  Company  for  such
          registration  statement to be filed and it is  therefore  essential to
          defer the filing of such  registration  statement,  the Company  shall
          have the right to defer such  filing for a period of not more than one
          hundred  and eighty  (180) days  after  receipt of the  request of the
          Investor (the "Delay  Period").  The Company  agrees that it shall not
          file any other registration statement on behalf of itself or any other
          party during such Delay Period.


                                        4




<PAGE>


     3.4. Any  registration  proceeding  begun  pursuant  to Section 3.1 that is
          subsequently  withdrawn at the request of the Investor shall not count
          toward the quota of Demands  set forth in Section  3.2 above,  if such
          withdrawal is based upon material adverse information  relating to the
          Company or its  condition,  business and prospects  which is different
          from that generally known to the Investor at the time of its request.

     3.5. Notwithstanding any other provision of this Section 3, if the Investor
          advises the Company , in writing,  that in the managing  underwriter's
          opinion  the number of  securities  requested  to be  included in such
          registration  exceeds  the  number  that can be sold in such  offering
          without adversely  affecting such  underwriter's  ability to effect an
          orderly  distribution of such  securities or materially  affecting the
          contemplated  price of such  securities,  the Company  will include in
          such  registration  the number of Registrable  Shares requested by the
          Investor to be included that, in the opinion of such underwriters, can
          be sold, in the registration.

     3.6. F-3 Registration.  In any case that the Company shall receive from the
          Investor  a written  request or  requests  that the  Company  effect a
          registration on Form F-3 and any related  qualification  or compliance
          with respect to  Registrable  Shares where the  aggregate net proceeds
          from the sale of  Registrable  Shares equal to at least three  million
          United States Dollars  ($3,000,000)  and the Company shall be entitled
          to effect such  registration  under  applicable law, the Company shall
          effect such registration and all such  qualifications  and compliances
          as may be so requested and as would permit or facilitate  the sale and
          distribution  of all such  Registrable  Shares as are specified in the
          request; provided, however, that the Company shall not be obligated to
          effect any such registration,  qualification,  or compliance, pursuant
          to this Section 3.6 if the Company has, within the eighteen (18) month
          period  preceding the date of such request,  already  effected one (1)
          registration for the Investor pursuant to this Section 3.6.

          The  Company  undertakes  that it  will,  once  having  qualified  for
          registration  on Form F-3,  use its best  efforts  to comply  with all
          necessary  filings  and  other  requirements  so as to  maintain  such
          qualification for a period of two (2) years.

     3.7. Black Out Periods. At any time when a registration  statement effected
          hereunder  relating to Registrable  Shares is effective,  upon written
          notice from the Company to the Investor that either:  (i) the Board of
          Directors of the Company,  in its reasonable  judgment,  resolves that
          the Investor's sale of Registrable Shares pursuant to the registration
          statement  would  adversely  interfere  with  any  major  acquisition,
          corporate  reorganization or other similar  transaction  involving the
          Company (a "Transaction Blackout"); or (ii) the Company determines, in
          the good faith  judgment of the general  counsel of the Company,  that
          the Investor's sale of Registrable Shares pursuant to the


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<PAGE>



          registration   statement   would   require   disclosure   of  material
          information  that the  Company  has a bona fide  business  purpose for
          preserving  as  confidential  or the  Company is unable to comply with
          Commission  requirements  and that such disclosure will be detrimental
          to the Company (an  "Information  Blackout");  then the Investor shall
          suspend  sales of  Registrable  Shares  pursuant to such  registration
          statement  until the earlier of: (A) (1) in the case of a  Transaction
          Blackout,  the earliest of (a) one month after the  completion of such
          acquisition,  corporate  reorganization or other similar  transaction;
          (b)  promptly  after  abandonment  of  such   acquisition,   corporate
          reorganization  or other similar  transaction;  and (c) 120 days after
          the date of the Company's written notice of Transaction  Blackout;  or
          (2) in the case of an  Information  Blackout,  the  earlier of (a) the
          date upon which such material  information  is disclosed to the public
          or ceases to be  material;  and (b) 120 days after the  Company  makes
          such  good  faith  determination,  and (B)  such  time as the  Company
          notifies  the  Investor  that  sale  pursuant  to  such   registration
          statement may be resumed.

4.   DESIGNATION OF UNDERWRITER.

     4.1. In the case of any registration effected pursuant to Section 3, should
          the  offering be  underwritten,  the Company  and the  Investor  shall
          confer as to the selection of a managing underwriter. Should they fail
          to reach agreement, the selection shall be made by the Investor.

     4.2. In the case of any registration initiated by the Company under Section
          2,  the  Company  shall  have  the  right to  designate  the  managing
          underwriter in any underwritten offering.

5.   EXPENSES.

     All expenses incurred in connection with any registration  under Sections 2
     or 3 shall be borne by the Company;  provided,  however,  that the Investor
     shall pay its pro rata portion of the discounts or  commissions  payable to
     any underwriter and shall bear its own attorney's fees and disbursements.

6.   INDEMNIFICATION AND CONTRIBUTION.

     In the event of any registered offering of Ordinary Shares pursuant to this
     Agreement:

     6.1. The Company will  indemnify and hold  harmless,  to the fullest extent
          permitted by law, the Investor participating in a registration and any
          underwriter  who  participates  as an underwriter  in such  registered
          offering,  and each person,  if any, who controls the Investor or such
          underwriter,  from and against any and all  losses,  damages,  claims,
          liabilities,  joint or  several,  costs and  expenses  (including  any
          amounts paid in any settlement effected with the Company's


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<PAGE>



          prior written  consent) to which the Investor or any such  underwriter
          or  controlling  person may become  subject  under  applicable  law or
          otherwise,  insofar as such losses, damages,  claims,  liabilities (or
          actions or  proceedings in respect  thereof),  costs or expenses arise
          out of or are based upon (i) any untrue  statement  or alleged  untrue
          statement of any material fact contained in the registration statement
          or included in the prospectus, as amended or supplemented, or (ii) the
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements  therein,  in
          the light of the circumstances in which they are made, not misleading,
          and the Company will reimburse the Investor,  any underwriter and each
          such controlling  person of the Investor or the underwriter,  promptly
          upon demand,  for any reasonable legal or any other expenses  incurred
          by them in  connection  with  investigating,  preparing  to  defend or
          defending against or appearing as a third-party  witness in connection
          with such  loss,  claim,  damage,  liability,  action  or  proceeding;
          provided,  however,  that the Company  will not be liable  towards the
          Investor, the underwriter or controlling person to the extent that any
          such loss,  damage,  liability,  cost or  expense  arises out of or is
          based  upon an  untrue  statement  or  omission  in such  registration
          statement  or  prospectus  so  made  in  conformity  with  information
          furnished to the Company in writing by the Investor,  such underwriter
          or such controlling persons  specifically for use in such registration
          statement;  provided, further, that this indemnity shall not be deemed
          to relieve any  underwriter  of any of its due diligence  obligations;
          provided,  further,  that the  indemnity  agreement  contained in this
          Section 6.1 shall not apply to amounts paid in  settlement of any such
          claim,  loss,  damage,  liability  or  action  if such  settlement  is
          effected  without the consent of the Company,  which consent shall not
          be  unreasonably  withheld.  Such indemnity shall remain in full force
          and effect regardless of any investigation made by or on behalf of the
          Investor,   the   underwriter  or  any   controlling   person  of  the
          underwriter,  and  regardless  of any  sale in  connection  with  such
          offering by the Investor. Such indemnity shall survive the transfer of
          securities by a Holder but in no event shall the Company pay more than
          once in  respect of any loss,  damage,  claim or  liability;  or (iii)
          indemnification  of the  Investor  against  any  violation  or alleged
          violation  by the Company of the  Securities  Act of 1933,  Securities
          Exchange Act of 1934 or the state  securities  laws of individual U.S.
          states.

     6.2. The Investor  participating in a registration  will indemnify and hold
          harmless  the  Company,  any  underwriter  for the  Company,  and each
          person, if any, who controls the Company or such underwriter, from and
          against any and all losses,  damages,  claims,  liabilities,  costs or
          expenses  (including any amounts paid in any settlement  effected with
          the Investor's  consent) to which the Company or any such  controlling
          person and/or any such underwriter may become subject under applicable
          law or otherwise, insofar as such losses, damages, claims,


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          liabilities (or actions or proceedings in respect  thereof),  costs or
          expenses  arise out of or are  based on (i) any  untrue  statement  or
          alleged  untrue  statement  of  any  material  fact  contained  in the
          registration  statement or included in the  prospectus,  as amended or
          supplemented,  or (ii)  the  omission  or  alleged  omission  to state
          therein a material fact required to be stated  therein or necessary to
          make the  statements  therein,  in the light of the  circumstances  in
          which they were made, not misleading,  and the Investor will reimburse
          the Company,  any underwriter and each such controlling  person of the
          Company or any underwriter,  promptly upon demand,  for any reasonable
          legal  or  other  expenses   incurred  by  them  in  connection   with
          investigating,  preparing to defend or defending  against or appearing
          as a third-party witness in connection with such loss, claim,  damage,
          liability, action or proceeding; in each case to the extent; provided,
          however,  that the  Investor  shall be liable in any such case only to
          the extent  that any such  loss,  damage,  liability,  cost or expense
          arises out of or is based upon an untrue statement or omission in such
          registration  or  prospectus  made in strict  conformity  with written
          information  furnished to the Company by the Investor specifically for
          use in such registration statement;  and provided,  further, that this
          indemnity shall not be deemed to relieve any underwriter of any of its
          due diligence obligations;  and provided,  further, that the indemnity
          agreement  contained  in this  Section  6.2 shall not apply to amounts
          paid in  settlement  of any such claim,  loss,  damage,  liability  or
          action if such  settlement  is  effected  without  the  consent of the
          Investor,  as the case may be, which consent shall not be unreasonably
          withheld.  In any event, the  indemnification  obligations  under this
          Section 6.2 shall not exceed the net proceeds received by the Investor
          pursuant to the public offering.

     6.3. Promptly  after  receipt  by an  indemnified  party  pursuant  to  the
          provisions of Sections 6.1 or 6.2 of notice of the commencement of any
          action  involving  the  subject  matter  of  the  foregoing  indemnity
          provisions,  but in any event no fewer  than ten (10) days  before the
          date  designated in such notice as the date by which an answer must be
          served (or such  extension  thereof,  provided  that the extension has
          been  granted in writing by the  plaintiff  and that no  admission  or
          consent to jurisdiction or other waiver has been granted or implied by
          the request for such an extension),  such indemnified party will, if a
          claim thereof is to be made against the indemnifying party pursuant to
          the  provisions  of said  Sections  6.1 or 6.2,  promptly  notify  the
          indemnifying party of the commencement thereof. In case such action is
          brought against any indemnified party and it notifies the indemnifying
          party of the commencement  thereof,  the indemnifying party shall have
          the right to  participate  in,  and,  to the extent  that it may wish,
          jointly  with any other  indemnifying  party  similarly  notified,  to
          assume the defense  thereof with counsel  reasonably  satisfactory  to
          such indemnified party;  provided,  however, that if the defendants in
          any action  include both the  indemnified  party and the  indemnifying
          party and there is a conflict of interests which would


                                        8




<PAGE>



          prevent counsel for the indemnifying  party from also representing the
          indemnified  party,  the  indemnified  party or parties shall have the
          right to select one separate  counsel to participate in the defense of
          such  action on behalf of such  indemnified  party or  parties.  After
          notice from the indemnifying  party to such  indemnified  party of its
          election so to assume the defense thereof, the indemnifying party will
          not be liable to such indemnified  party pursuant to the provisions of
          said Sections 6.1 or 6.2 for any legal or other  expense  subsequently
          incurred  by such  indemnified  party in  connection  with the defense
          thereof,  unless (i) the indemnified party shall have employed counsel
          in accordance with the provision of the preceding  sentence,  (ii) the
          indemnifying   party  shall  not  have  employed  counsel   reasonably
          satisfactory  to the  indemnified  party to represent the  indemnified
          party within a reasonable time after the notice of the commencement of
          the action and within 15 days after written notice of the  indemnified
          party's  intention to employ separate counsel pursuant to the previous
          sentence,   or  (iii)  the  indemnifying   party  has  authorized  the
          employment of counsel for the indemnified  party at the expense of the
          indemnifying party. No indemnifying party will consent to entry of any
          judgment  or enter into any  settlement  which does not  include as an
          unconditional  term thereof the giving by the claimant or plaintiff to
          such  indemnified  party of a release from all liability in respect to
          such claim or litigation.

     6.4. Contribution.   If  for  any  reason  the   foregoing   indemnity   is
          unavailable, or is insufficient to hold harmless an indemnified party,
          then the  indemnifying  party shall  contribute  to the amount paid or
          payable by the indemnified  party as a result of such losses,  claims,
          damages,  liabilities  or  expenses  (i)  in  such  proportion  as  is
          appropriate  to  reflect  the  relative   benefits   received  by  the
          indemnifying  party on the one hand and the  indemnified  party on the
          other from the  registration  or (ii) if the  allocation  provided  by
          clause (i) above is not  permitted  by  applicable  law, or provides a
          lesser  sum to the  indemnified  party  than  the  amount  hereinafter
          calculated,  in such  proportion as is appropriate to reflect not only
          the relative  benefits  received by the indemnifying  party on the one
          hand and the  indemnified  party on the  other  but also the  relative
          fault of the indemnifying  party and the indemnified  party as well as
          any other  relevant  equitable  considerations.  No  person  guilty of
          fraudulent  misrepresentation  (within the meaning of Section 11(f) of
          the Securities Act) shall be entitled to contribution  from any person
          who was not guilty of such fraudulent misrepresentation.

7.   OBLIGATIONS OF THE COMPANY.

     Whenever  required under this Agreement to effect the  registration  of any
     Registrable Shares, the Company shall, as expeditiously as possible:


                                        9

<PAGE>





     7.1. (i)  prepare  and file  with  the SEC a  registration  statement  with
          respect to such  Registrable  Shares and use its best efforts to cause
          such registration statement to become effective, (ii) upon the request
          of the Investor , keep a registration  statement  effective  until the
          earlier  of (i)  the  distribution  contemplated  in the  Registration
          Statement has been completed, and (ii) the termination of 24 months.

     7.2. prepare and file with the SEC such  amendments and supplements to such
          registration statement and the prospectus used in connection with such
          registration  statement as may be reasonably  necessary to comply with
          the provisions of the  Securities Act with respect to the  disposition
          of all Registrable Shares covered by such registration statement.

     7.3. furnish  to  the  Investor  a  copy  of the  prospectus,  including  a
          preliminary  prospectus,  in conformity  with the  requirements of the
          Securities Act, and such other documents as it may reasonably  request
          in order to facilitate the disposition of Registrable  Shares owned by
          it.

     7.4. in the  event of any  underwritten  public  offering,  enter  into and
          perform its obligations under an underwriting  agreement, in usual and
          customary  form, with the managing  underwriter of such offering.  The
          Investor shall also enter into and perform its obligations  under such
          an agreement.

     7.5. notify  the  Investor  holding  Registrable  Shares  covered  by  such
          registration  statement at any time when a prospectus relating thereto
          is required to be delivered  under the Securities Act of the happening
          of any  event as a result  of which the  prospectus  included  in such
          registration   statement,  as  then  in  effect,  includes  an  untrue
          statement  of a  material  fact or  omits  to  state a  material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein  not  misleading  in  the  light  of  the  circumstances  then
          existing.

     7.6. cause all  Registrable  Shares  registered  pursuant  hereunder  to be
          listed on the securities  exchange on which similar  securities issued
          by the Company are then listed.

     7.7. provide a transfer  agent and  registrar  for all  Registrable  Shares
          registered  pursuant  hereunder  and  a  CUSIP  number  for  all  such
          Registrable  Shares, in each case not later than the effective date of
          such registration.

     7.8. take such  action as is  required  under the  securities  laws of such
          states of the United States as the Investor shall reasonably  request;
          provided,  however,  that the Company shall not be required to qualify
          to do  business  as a  foreign  corporation,  or to file  any  general
          consent to service of process, in any state.


                                       10



<PAGE>



     7.9. furnish to the Investor,  should the Investor request  registration of
          Registrable  Shares pursuant to this Agreement,  on the date that such
          Registrable  Shares  are  delivered  to the  underwriters  for sale in
          connection  with a registration  pursuant to this  Agreement,  if such
          securities are being sold through underwriters, or, if such securities
          are  not  being  sold  through  underwriters,  on the  date  that  the
          registration   statement  with  respect  to  such  securities  becomes
          effective,   (i)  an  opinion,   dated  such  date,   of  the  counsel
          representing  the Company for the  purposes of such  registration,  in
          form and  substance  as is  customarily  given to  underwriters  in an
          underwritten public offering,  addressed to the underwriters,  if any,
          and to the  Investor  and  (ii) a letter  dated  such  date,  from the
          independent  certified public accountants of the Company,  in form and
          substance as is  customarily  given by  independent  certified  public
          accountants  to  underwriters  in  an  underwritten  public  offering,
          addressed to the underwriters, if any, and to the Investor.

8.   CONDITIONS TO REGISTRATION OBLIGATIONS.

     The  Company  shall  not  be  obligated  to  effect  the   registration  of
     Registrable  Shares pursuant to this Agreement unless the Investor consents
     to the following conditions:

     8.1. conditions  requiring the Investor to comply with all applicable  laws
          (including  Israeli law, to the extent  applicable,  the provisions of
          the Securities Act and the Securities and Exchange Act (including, but
          not limited to, the prospectus delivery requirements of the Securities
          Act),  and to furnish to the Company  information  about sales made in
          such public offering;

     8.2. conditions  prohibiting  the Investor upon receipt of  telegraphic  or
          written  notice from the Company that it is required by law to correct
          or update the  registration  statement or  prospectus  from  effecting
          sales of the  Registrable  Shares until the Company has  completed the
          necessary correction or updating; and

     8.3. conditions  prohibiting the sale of Registrable Shares by the Investor
          during  the  process  of  the  registration   until  the  Registration
          Statement is effective.

9.   ASSIGNMENT OF REGISTRATION RIGHTS.

     The  Investor  may  assign  its  rights to cause the  Company  to  register
     pursuant  to this  Agreement  all or part of its  Registrable  Shares  to a
     purchaser of at least 20% of the Ordinary Shares (each, an "Assignee") held
     by the  Investor  (i.e.  no more than  five  Assignees)  or to a  Permitted
     Transferee if such person would hold such shares as  restricted  securities
     and would not be able to dispose of such shares under Rule 144 within three
     months from the date of such sale. The transferor shall, within twenty (20)
     days after such  transfer,  furnish the Company with written  notice of the
     name and address


                                       11




<PAGE>



     of  such   transferee  and  the  securities  with  respect  to  which  such
     registration  rights  are  being  assigned,  and the  transferee's  written
     agreement to be bound by this Agreement.

10.  LOCK-UP AND OTHER REQUIREMENTS OF THE INVESTOR.

     In any  registration  of the Company's  shares  pursuant to Sections 2 or 3
     above,  the  Investor  agrees that any sales of  Registrable  Shares may be
     subject to a "lock-up" period  restricting such sales for up to one hundred
     and  eighty  (180)  days,  and the  Investor  will  agree  to abide by such
     customary "lock-up" period of up to one hundred and eighty (180) days as is
     required by the  underwriter  in such a  registration  and further agree to
     execute such further  documents as may be required by the  underwriters  to
     effectuate such "lock-up". In addition, the Investor may not participate in
     any  underwritten  registration  hereunder unless such person (i) agrees to
     sell such  person's  securities  on the  basis  provided  in any  customary
     underwriting  arrangements  and (ii) provides any relevant  information and
     completes and executes all questionnaires, powers of attorney, indemnities,
     underwriting  agreements,  and other documents  required under the terms of
     such underwriting arrangements.

11.  RULE 144.

     The Company shall:

     11.1. Make and keep  available  adequate  current public  information  with
          respect to the Company  within the  meaning of Rule  144(c)  under the
          Securities Act (or similar rule then in effect);

     11.2. Furnish to the Investor  forthwith upon request one of the following,
          at the  discretion  of the  Company  (i) a  written  statement  by the
          Company as to its compliance  with the  informational  requirements of
          Rule  144(c)  (or  similar  rule then in effect) or (ii) a copy of the
          most recent annual or quarterly report of the Company; and

     11.3. Use its best efforts to comply with all other  necessary  filings and
          other  requirements  so as to enable the Investor  and any  transferee
          thereof to sell Registrable Shares under Rule 144 under the Securities
          Act (or similar rule then in effect).





                                       12

<PAGE>



12.  OTHER REGISTRATION RIGHTS

     The  Company  shall not  grant  registration  rights  with  respect  to any
     securities  of the Company to any Person  that are equalor  superior to the
     registration  rights  granted to the Investor  pursuant to this  Agreement,
     except with the written consent of the Investor.

13.  MISCELLANEOUS

     13.1. Further  Assurances.  Each of the parties  hereto shall  perform such
          further acts and execute such further  documents as may  reasonably be
          necessary to carry out and give full effect to the  provisions of this
          Agreement and the intentions of the parties as reflected thereby.

     13.2. Governing Law; Jurisdiction. This Agreement shall be governed by, and
          construed  in  accordance  with,  the  laws of the  State  of  Israel;
          provided, however, that with respect to maters specifically related to
          the  federal  securities  laws pf the United  States,  such laws shall
          govern.  All disputes  arising  under this  Agreement or in connection
          with the transactions  hereunder shall be resolved between the parties
          in good faith.  If the parties hereto fail to agree within twenty (20)
          days after a party shall have requested such Arbitration,  the parties
          shall select an arbitrator,  by mutual agreement. The proceedings will
          take place in Tel-Aviv,  Israel.  The arbitrator shall not be bound by
          any judicial  rules of evidence or procedure but shall be bound by the
          substantive  law of the State of Israel and will have to elaborate the
          grounds of his/her  decision.  The  arbitral  award shall be final and
          binding upon the parties,  and judgment  upon the award may be entered
          in any court having  jurisdiction,  or application may be made to such
          Court  for a  judicial  acceptance  of the  award  or for an  order of
          enforcement, as the case may be.

     13.3. Successors and Assigns;  Subject to the provisions  contained in this
          Agreement, the provisions hereof shall inure to the benefit of, and be
          binding  upon,  the  successors,   assigns,  heirs,   executors,   and
          administrators of the parties hereto. None of the rights,  privileges,
          or  obligations  set forth  in,  arising  under,  or  created  by this
          Agreement  may be assigned or  transferred,  except as  expressly  set
          forth in this Agreement.

          Without derogating from the provisions of the previous  paragraph,  no
          assignment  or transfer  under this  Section 13.3 shall be made unless
          the transferee  agrees to be bound by all agreements  binding upon the
          transferor immediately prior to such transfer.

     13.4. Entire  Agreement.  This  Agreement  constitutes  the full and entire
          understanding  and  agreement  between the parties  with regard to the
          subject matter hereof.


                                       13



<PAGE>



     13.5. Amendments.  Any  term of this  Agreement  may be  amended  with  the
          written consent of the Investor and the Company.

     13.6. Section  Headings;  Preamble.  All article and section  headings  are
          inserted  for  convenience  only and  shall not  modify or affect  the
          construction or interpretation of any provision of this Agreement. The
          preamble  to this  Agreement  is  incorporated  herein  and  forms  an
          integral part of this Agreement.

     13.7. Communications.  All notices or other communications  hereunder shall
          be in writing and shall either be given in person,  sent by registered
          mail (registered  international  air mail if mailed  internationally),
          sent by an  overnight  courier  service  which  obtains a  receipt  to
          evidence delivery, or transmitted by facsimile  transmission (provided
          that written  confirmation of receipt is provided),  to the last known
          address of the  addressee or to such other address as such party shall
          notify the others in writing.  All  notices  and other  communications
          delivered in person or by courier service shall be deemed to have been
          given as of three business days after sending thereof,  those given by
          facsimile   transmission  shall  be  deemed  given  twenty-four  hours
          following transmission,  and all notices and other communications sent
          by registered mail (or air mail if the posting is international) shall
          be deemed given ten (10) days after posting.

     13.8. Delays or  Omissions.  No delay or omission  to  exercise  any right,
          power,  or remedy  accruing  to any party  upon any  breach or default
          under this  Agreement,  shall be deemed a waiver of any such breach or
          default.  Any  waiver,  permit,  consent,  or  approval of any kind or
          character on the part of any party of any breach or default under this
          Agreement, or any waiver on the part of any party of any provisions or
          conditions  of  this  Agreement,  must  be in  writing  and  shall  be
          effective only to the extent  specifically  set forth in such writing.
          All  remedies,  either  under this  Agreement  or by law or  otherwise
          afforded  to  any  of  the  parties,   shall  be  cumulative  and  not
          alternative.

     13.9. Severability.  If any provision of this  Agreement is held by a court
          of competent  jurisdiction to be  unenforceable  under applicable law,
          then such  provision  shall be excluded  from this  Agreement  and the
          remainder of this Agreement  shall be interpreted as if such provision
          were so  excluded  and shall be  enforceable  in  accordance  with its
          terms;  provided,  however, that in such event this Agreement shall be
          interpreted so as to give effect,  to the greatest  extent  consistent
          with and permitted by applicable  law, to the meaning and intention of
          the excluded provision as determined by arbitration.

     13.10.  Counterparts.  This  Agreement  may be  executed  in any  number of
          counterparts,   each  of  which  shall  be  deemed  an  original   and
          enforceable  against the parties actually  executing such counterpart,
          and  all  of  which  together  shall   constitute  one  and  the  same
          instrument.

                                       14

<PAGE>



IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
hereinabove set forth.



TAT TECHNOLOGIES LTD.
By____________________
Name
Title

TA-TOP, Limited Partnership
By____________________
Name:
Title



                                       15

</TEXT>
</DOCUMENT>
